Millennium Pharmaceuticals Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Fanucci Marsha	2. Issuer Name and Ticker or Trading Symbol MILLENNIUM PHARMACEUTICALS INC [ MLNM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) SVP, Chief Financial Officer
(Last)          (First)          (Middle) MILLENNIUM PHARMACEUTICALS, INC., 40 LANDSDOWNE STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/14/2008
(Street) CAMBRIDGE, MA 02139 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	5/14/2008		D		109514   (1)	D	$25.00	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	$16.13	5/14/2008		D			6019	(2)	9/26/2011	Common Stock	6019	$0	0	D
Employee stock option (right to buy)	$19.49	5/14/2008		D			13164	(2)	2/27/2012	Common Stock	13164	$0	0	D
Employee stock option (right to buy)	$22.04	5/14/2008		D			13164	(2)	3/27/2012	Common Stock	13164	$0	0	D
Employee stock option (right to buy)	$18.42	5/14/2008		D			6855	(2)	4/26/2012	Common Stock	6855	$0	0	D
Employee stock option (right to buy)	$7.99	5/14/2008		D			2988	(2)	10/17/2012	Common Stock	2988	$0	0	D
Employee stock option (right to buy)	$8.27	5/14/2008		D			2988	(2)	11/15/2012	Common Stock	2988	$0	0	D
Employee stock option (right to buy)	$9.35	5/14/2008		D			2987	(2)	12/17/2012	Common Stock	2987	$0	0	D
Employee stock option (right to buy)	$6.88	5/14/2008		D			19271	(2)	2/26/2013	Common Stock	19271	$0	0	D
Employee stock option (right to buy)	$12.57	5/14/2008		D			7119	(2)	7/31/2013	Common Stock	7119	$0	0	D
Employee stock option (right to buy)	$13.91	5/14/2008		D			7118	(2)	8/29/2013	Common Stock	7118	$0	0	D
Employee stock option (right to buy)	$14.68	5/14/2008		D			19272	(2)	9/2/2013	Common Stock	19272	$0	0	D
Employee stock option (right to buy)	$15.45	5/14/2008		D			7118	(2)	9/30/2013	Common Stock	7118	$0	0	D
Employee stock option (right to buy)	$15.92	5/14/2008		D			7813	(2)	10/31/2013	Common Stock	7813	$0	0	D
Employee stock option (right to buy)	$15.83	5/14/2008		D			7812	(2)	11/28/2013	Common Stock	7812	$0	0	D
Employee stock option (right to buy)	$18.65	5/14/2008		D			7812	(2)	12/31/2013	Common Stock	7812	$0	0	D
Employee stock option (right to buy)	$17.77	5/14/2008		D			37500	(2)	2/25/2014	Common Stock	37500	$0	0	D
Employee stock option (right to buy)	$11.15	5/14/2008		D			25000	(2)	7/28/2014	Common Stock	25000	$0	0	D
Employee stock option (right to buy)	$11.89	5/14/2008		D			25000	(2)	8/31/2014	Common Stock	25000	$0	0	D
Employee stock option (right to buy)	$12.09	5/14/2008		D			37500	(2)	9/1/2014	Common Stock	37500	$0	0	D
Employee stock option (right to buy)	$13.36	5/14/2008		D			125000	(2)	9/23/2014	Common Stock	125000	$0	0	D
Employee stock option (right to buy)	$13.67	5/14/2008		D			25000	(2)	9/30/2014	Common Stock	25000	$0	0	D
Employee stock option (right to buy)	$8.41	5/14/2008		D			212500	(2)	3/3/2015	Common Stock	212500	$0	0	D
Employee stock option (right to buy)	$10.84	5/14/2008		D			45000	(2)	2/27/2017	Common Stock	45000	$0	0	D
Employee stock option (right to buy)	$13.90	5/14/2008		D			68395	(2)	2/14/2008	Common Stock	68395	$0	0	D

Explanation of Responses:
( 1)	Reflects shares of restricted stock that were exchanged for a cash payment of $25.00 per share in connection with the merger (the "Merger") of Mahogany Acquisition Corp. with and into Millennium Pharmaceuticals, Inc.
( 2)	This option was cancelled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price and $25.00.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fanucci Marsha MILLENNIUM PHARMACEUTICALS, INC. 40 LANDSDOWNE STREET CAMBRIDGE, MA 02139			SVP, Chief Financial Officer

Signatures
Joel S. Goldberg, Attorney-In-Fact		5/15/2008
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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